Last Updated: 2008.01.10
FAST RETAILING TENDER OFFER (TOB) FOR VIEWCOMPANY CO., LTD.
FAST RETAILING CO., LTD.
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Tender Offeror :
FAST RETAILING CO., LTD.（TSE First section：9983)
TOB Target :
VIEWCOMPANY CO., LTD.（Jasdaq：3033）
At its board meeting held on January 10, 2008, FAST RETAILING CO. LTD. decided to tender an offer of 585 yen per share with the aim of making women’s footwear store developer VIEWCOMPANY an FR subsidiary.
TOB background :
- FAST RETAILING positions its footwear operation a close second behind its apparel business. In order to further strengthen and expand our footwear business, we formed a capital and business alliance with VIEWCOMPANY in October 2006 when FAST RETAILING became a major shareholder owning 33.40% of total outstanding shares.
- Since then we have made various efforts to improve business operations at VIEWCOMPANY through capital support and cultivating and educating staff through personnel exchanges. However, to date, this has not proved sufficiently successful.
Reason for making VIEWCOMPANY a subsidiary :
- VIEWCOMPANY is operating in an increasingly difficult business environment. In order to revitalize the company, FAST RETAILING decided to make VIEWCOMPANY an FR subsidiary having judged it necessary to radically revolutionize the business and accelerate its growth potential. FAST RETAILING is aiming to transform VIEWCOMPANY’S operational structure and further clarify FR group’s commitment to the company.
Strategy once VIEWCOMPANY becomes an FR subsidiary :
- FAST RETAILING intends to implement a variety of measures following the TOB, sharing FR group expertise and promoting communication among personnel as well as transferring personnel with FR group companies in order to ① enhance the precision of procurement and orders by strengthening the product planning function, ② improve gross profit by reviewing the ratio of original products, ③ make better use of store opening expertise and conduct joint store openings, and ④ implement joint purchasing structures. We believe this will allow us to create a new type of shoe business, and ensure a strong, stable operational base to boost VIEWCOMPANY’S competitiveness and profitability.
- We expect the development of VIEWCOMPANY into a more profitable operation will strengthen and expand the FR group’s shoe business, and, by extension, we feel that this will also contribute greatly to further boost the corporate value of the FR group.
TOB price :
585 yen per share【Premiums of 73.08% on the January 9, 2008 closing price (the day preceding the board decision on this TOB), 109.68% on the 279 yen simple average for the month ending January 9, 2008, and 98.31% on the 295 yen simple average over the past three months. (The simple averages are calculated to the nearest yen, the premiums are rounded off to the third decimal place.)】
- FAST RETAILING has obtained the Valuation Report from financial advisor Nikko Citigroup Limited. In addition, we also obtained a written Fairness Opinion from financial advisor Nikko Citigroup Limited confirming the appropriateness of the current bid price for FR.
(VIEWCOMPANY decisions)
- The VIEWCOMPANY board of directors decided to approve this TOB.
- VIEWCOMPANY set up a special committee comprising three members chosen from among the firm’s independent external directors and outsider auditors (Hiroshi Kitano, Masaya Manabe, Masahiro Nakatsukasa).
- Elected Nomura Securities as financial advisor and obtained a written Fairness Opinion on the appropriateness of the bid price for VIEWCOMPANY.
The board of directors approved the offer on receiving a report from the special committee and written opinion from Nomura Securities on the appropriateness of the bid price. 【FAST RETAILING Chairman & President, Tadashi Yanai, and Yosuke Matsumura (who had already agreed to tender his shares) are both special interested parties. Therefore, they did not participate in the respective board decisions.】
Tender period :
Friday, January 11, 2008～Wednesday, February 27, 2008
Number of Shares targeted for purchase :
A minimum of 2,523,000 shares (33.27% total outstanding shares); no upper limit.
Agreement to tender shares:
Major shareholders Yosuke Matsumura (27.55% of total outstanding shares), Yukuo Fujii (3.14%), Noboru Matsumura (1.06%), and Daisuke Matsumura (0.92%) have agreed to tender their shares.
Policy on organizational restructuring, etc. post TOB :
- If as a result of this TOB, VIEWCOMPANY infringes the listing criteria of the JASDAQ exchange, FR plans to make VIEWCOMPANY a fully owned subsidiary through the use of class shares with an option to call all shares. Furthermore, even in the absence of any infringement of de-listing standards, taking into overall consideration such factors as FR’s total shareholders stake following the TOB and VIEWCOMPANY’s market liquidity, FAST RETAILING may still make VIEWCOMPANY a fully owned subsidiary using a similar method if both companies judge it appropriate.
